UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 11, 2002
ONLINE RESOURCES CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 0-26123 52-1623052
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(State or other (Commission (IRS Employer
jurisdiction of incorporation) File Number) Identification No.)
7600 Colshire Drive, McLean, Virginia 22102
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (703) 394-5100
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Not applicable
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(Former name or former address, if changed since last report)
Item 5. Other Events.
The Board of Directors of Online Resources Corporation (the "Company")
authorized and declared a dividend distribution of one preferred stock purchase
right (a "Right") for each outstanding share of the Company's Common Stock,
1/100th of one cent par value per share (the "Common Stock"), to stockholders of
record at the close of business on January 11, 2002 (the "Record Date"). Each
Right entitles the registered holder to purchase from the Company a unit
consisting of one one-hundredth of a share (a "Unit") of Series B Junior
Participating Preferred Stock, $0.01 par value per share (the "Preferred
Stock"), at a purchase price of $115.00 per Unit (the "Purchase Price"), subject
to adjustment. The description and terms of the Rights are set forth in a Rights
Agreement (the "Rights Agreement") between the Company and American Stock
Transfer and Trust Company as Rights Agent.
Initially, the Rights will be attached to all Common Stock certificates
representing shares then outstanding, and no separate Rights Certificates will
be distributed. The Rights will separate from the Common Stock and a
Distribution Date will occur upon the earlier of (i) 10 days following a public
announcement or disclosure that a person or group of affiliated or associated
persons (an "Acquiring Person") has acquired, or obtained the right to acquire,
beneficial ownership of 15% or more of the outstanding shares of Common Stock
(the "Stock Acquisition Date") or (ii) 10 business days following the
commencement of a tender offer or exchange offer that may result in a person,
entity or group becoming an Acquiring Person.
Until the Distribution Date (or earlier redemption or expiration of the
Rights), (i) the Rights will be evidenced by the Common Stock certificates and
will be transferred with and only with such Common Stock certificates, (ii) new
Common Stock certificates issued after the Record Date will contain a notation
incorporating the Rights Agreement by reference and (iii) the surrender for
transfer of any certificates for Common Stock outstanding, even without such
notation, will also constitute the transfer of the Rights associated with the
Common Stock represented by such certificate. Pursuant to the Rights Agreement,
the Company reserves the right to require prior to the occurrence of a
Triggering Event (as defined below) that, upon any exercise of Rights, a number
of Rights may be exercised so that only whole shares of Preferred Stock will be
issued.
The Rights are not exercisable until the Distribution Date and will expire
at the close of business on January 11, 2012, unless earlier redeemed by the
Company as described below (such date upon which Rights are no longer
exercisable is hereinafter referred to as the "Expiration Date").
As soon as practicable after the Distribution Date, separate certificates
evidencing the Rights ("Rights Certificates") will be mailed to holders of
record of the Common Stock as of the close of business on the Distribution Date
and, thereafter, such separate Rights Certificates alone will represent the
Rights. Rights shall be issued in respect of all shares of Common Stock that are
issued (whether originally issued or from the Company's treasury) after the
Record Date but prior to the earlier of the Distribution Date or the Expiration
Date.
At any time following the Distribution Date, if (i) the Company is the
surviving corporation in a merger with an Acquiring Person and its Common Stock
is not changed or exchanged, (ii) a person, entity or group becomes an Acquiring
Person (except pursuant to an offer for all outstanding shares of Common Stock
which the Board determines to be fair to, and
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otherwise in the best interests of, the Company and its stockholders), (iii)
an Acquiring Person engages in one or more "self-dealing" transactions as set
forth in the Rights Agreement, or (iv) during such time as there is an Acquiring
Person, an event occurs which results in such Acquiring Person's ownership
interest being increased by more than 1% (e.g., a reverse stock split), each
holder of a Right will thereafter have the right to receive, upon exercise, that
number of shares of Common Stock (or, in certain circumstances, cash, property
or other securities of the Company) which equals the exercise price of the Right
divided by one-half of the current market price (as defined in the Rights
Agreement) of the Common Stock at the date of the occurrence of the event.
However, Rights are not exercisable following the occurrence of any of the
events set forth above until such time as the Rights are no longer redeemable by
the Company as set forth below. Notwithstanding any of the foregoing, following
the occurrence of any of the events set forth in this paragraph, all Rights that
are, or under certain circumstances specified in the Rights Agreement were,
beneficially owned by an Acquiring Person will be null and void. The events set
forth in this paragraph are referred to as "Section 11(a)(ii) Events."
In the event that, at any time following the Stock Acquisition Date, (i)
the Company is acquired in a merger or other business combination transaction in
which the Company is not the surviving corporation (other than a merger which
follows an offer determined by the Board of Directors to be fair as described in
clause (ii) of the second preceding paragraph), or (ii) more than 50% of the
Company's assets or earning power is sold or transferred, each holder of a Right
(except Rights which previously have been voided as set forth above) shall
thereafter have the right to receive, upon exercise, that number of shares of
common stock of the acquiring company which equals the exercise price of the
Right divided by one-half of the current market price (as defined in the Rights
Agreement) of such-common stock at the date of the occurrence of the event. The
events set forth in this paragraph and in the second preceding paragraph are
referred to as the "Triggering Events."
At any time after the occurrence of a Section 11(a)(ii) Event, the Board
may exchange the Rights (other than Rights owned by an Acquiring Person which
have become void), in whole or in part, at an exchange ratio of one share of
Common Stock, or one Common Stock Equivalent (as defined in the Rights
Agreement), per Right (subject to adjustment).
The Purchase Price payable, and the number of units of Preferred Stock or
other securities or property issuable, upon exercise of the Rights are subject
to adjustment from time to time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification of, the Preferred
Stock, (ii) if holders of the Preferred Stock are granted certain rights or
warrants to subscribe for Preferred Stock or convertible securities at less than
the current market price of the Preferred Stock, or (iii) upon the distribution
to holders of the Preferred Stock of evidences of indebtedness or assets
(excluding regular quarterly cash dividends) or of subscription rights or
warrants (other than those referred to above).
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments amount to at least 1% of the Purchase
Price. No fractional Units will be issued and, in lieu thereof, an adjustment in
cash will be made based on the market price of the Preferred Stock on the last
trading date prior to the date of exercise.
In general, the Company may redeem the Rights in whole, but not in part, at
any time until ten days following the Stock Acquisition Date, at a price of
$0.01 per Right (payable in cash, Common Stock or other consideration deemed
appropriate by the Board of Directors).
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After the redemption period has expired, the Company's right of redemption may
be reinstated if either (i) an Acquiring Person reduces its beneficial ownership
to less than 15% of the outstanding shares of Common Stock in a transaction or a
series of transactions not involving the Company, or (ii) the Board of Directors
approves the merger of the Company with, or acquisition of the Company by, a
person or entity unrelated to the Acquiring Person. Immediately upon the action
of the Board of Directors ordering redemption of the Rights, the Rights will
terminate and the only right of the holders of Rights will be to receive the
$0.01 per Right redemption price.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the right
to vote or to receive dividends. While the distribution of the Rights will not
be taxable to stockholders or to the Company, stockholders may, depending upon
the circumstances, recognize taxable income in the event that the Rights become
exercisable for Common Stock (or other consideration) of the Company or for
common stock of the acquiring company as set forth above.
Other than those provisions relating to the principal economic terms of the
Rights, any of the provisions of the Rights Agreement may be amended by the
Board of Directors of the Company prior to the Distribution Date. After such
event, the provisions of the Rights Agreement may be amended by the Board of
Directors in order to cure any ambiguity, to make changes which do not adversely
affect the interests of holders of Rights (excluding title or interests of any
Acquiring Person), or to shorten or lengthen any time period under the Rights
Agreement, provided, however, that no amendment to adjust the time period
governing redemption shall be made at such time as the Rights are not
redeemable.
The Rights Agreement, dated as of January 11, 2002 between the Company and
American Stock Transfer and Trust Company, as Rights Agent, specifying the terms
of the Rights and including the form of the Certificate of Designations setting
forth the terms of the Preferred Shares as an exhibit thereto is attached hereto
as an exhibit and is incorporated herein by reference. The foregoing description
of the Rights is qualified in its entirety by reference to such exhibit.
Item 7. Financial Statements, Pro Form Financial Information and Exhibits.
(a) Financial statements of business acquired.
Not Applicable
(b) Pro forma financial information.
Not Applicable.
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(c) Exhibits.
Exhibit No. Description
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4.1 Form of Rights Agreement, dated as of January 11,
2002, between the Registrant and American Stock
Transfer and Trust Company
99.1 Registrant's Press Release, issued January 15, 2002.
99.2 Form of letter to the Registrant's stockholders.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
ONLINE RESOURCES CORPORATION
Dated: January 15, 2002 By: /s/ Matthew P. Lawlor
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Matthew P. Lawlor
Chief Executive Officer and
Chairman
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EXHIBIT INDEX
Exhibit No. Description
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4.1 Form of Rights Agreement, dated as of January 11,
2002, between the Registrant and American Stock
Transfer and Trust Company
99.1 Registrant's Press Release, issued January 15, 2002.
99.2 Form of letter to the Registrant's stockholders.
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